0001029506-09-000040 Sample Contracts

FORM OF 2009 RALCORP HOLDINGS, INC. NON-CEO RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • October 15th, 2009 • Ralcorp Holdings Inc /Mo • Grain mill products • Missouri

This Restricted Stock Unit Agreement (“Agreement”), dated ________ __, 2009, evidences an award of restricted stock units made by Ralcorp Holdings, Inc. (“Company”), to [ ] (“Executive”), each of which represents the right to receive on settlement one (1) share of Company common stock, $.01 par value, (“Common Stock”), subject to all terms and conditions herein.

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FORM OF RESTRICTED STOCK AWARD AGREEMENT GRANTED OCTOBER 9, 2009
Restricted Stock Award Agreement • October 15th, 2009 • Ralcorp Holdings Inc /Mo • Grain mill products • Missouri

Ralcorp Holdings, Inc. (the “Company”), pursuant to its Amended and Restated 2007 Incentive Stock Plan (the “Plan”), grants to [ ] (the “Recipient”) a Restricted Stock Award of [ ] shares of its $.01 par value Common Stock. The Award is subject to the provisions of the Plan and to the following terms and conditions:

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